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What is Affiliate Agreement?

Affiliate Agreement Governs affiliate marketing relationships, outlining commission structures and marketing obligations.



Sample template:



Affiliate Agreement


This Affiliate Agreement (hereinafter referred to as the "Agreement") is entered into as of the Effective Date (as defined below) by and between Elevation Electronics Inc, a company incorporated under the laws of the United States, with its principal office at [Address] (hereinafter referred to as the "Company"), and DigitalMasters Marketing Group LLC, a company incorporated under the laws of the United States, with its principal office at [Address] (hereinafter referred to as the "Affiliate").

1. Definitions

1.1. Commission


Means the revenue share payable to the Affiliate, calculated as a percentage of the Net Sales as defined herein, according to the Commission Structure set forth in Annex A of this Agreement.



1.2. Effective Date


Means the date of execution of this Agreement by both Parties.



1.3. Intellectual Property Rights


Means any and all patents, trademarks, service marks, domain names, trade names, copyrights, trade secrets, know-how, and other intellectual property rights, whether registered or unregistered, arising or existing anywhere in the world.



1.4. Net Sales


Means the total amount of sales generated through the Affiliate's efforts as set forth in the tracking system of the Company, less any taxes, shipping charges, refunds, chargebacks, and any other deductions.



2. Appointment of Affiliate

2.1. Appointment


Subject to the terms and conditions of this Agreement, the Company hereby appoints the Affiliate to market and promote the Company's products and services within the United States, on a non-exclusive basis, and the Affiliate accepts and agrees to provide such marketing and promotion services in accordance with this Agreement.



3. Affiliate's Marketing Obligations

3.1. General Obligations


The Affiliate shall use commercially reasonable efforts to market and promote the Company's products and services in a professional manner, in compliance with all applicable laws, regulations, and industry standards, and in accordance with the Company's guidelines and requirements.



3.2. Intellectual Property Rights


The Affiliate shall not violate or infringe upon any Intellectual Property Rights of the Company. The Affiliate shall obtain the Company's prior written consent for the use of the Company's trademarks, service marks, domain names, trade names, logos, and other intellectual property rights related to the marketing and promotion of the Company's products and services.



4. Commissions and Payment Terms

4.1. Commissions


The Company shall pay the Affiliate a Commission on Net Sales generated through the Affiliate's marketing and promotional efforts in accordance with the Commission Structure set forth in Annex A of this Agreement.



4.2. Payment Terms


All Commissions shall be paid in U.S. Dollars. The Company shall pay the Affiliate on a monthly basis, within thirty (30) days following the end of each calendar month, provided that the aggregate amount of Commissions payable exceeds One Hundred Dollars ($100). If such amount is less than One Hundred Dollars ($100), the Commissions shall be cumulated and carried forward to the subsequent month(s) until the aggregate amount of Commissions payable exceeds One Hundred Dollars ($100).



4.3. Right to Audit


The Affiliate shall have the right, upon reasonable notice and during normal business hours, to audit the Company's records relating to the calculation and payment of Commissions hereunder.



5. Confidentiality

The Parties shall treat as confidential all information received from the other Party in connection with this Agreement and shall not disclose any such information to any third party, except as may be required by law, regulation, or court order, or with the prior written consent of the other Party.



6. Term and Termination

6.1. Term


This Agreement shall commence on the Effective Date and continue in force until terminated by either Party in accordance with the provisions of this Agreement.



6.2. Termination for Convenience


Either Party may terminate this Agreement, without cause, upon thirty (30) days' prior written notice to the other Party.



6.3. Termination for Cause


Either Party may terminate this Agreement, with immediate effect upon written notice to the other Party, if the other Party (i) commits a material breach of this Agreement, and, if the breach is capable of remedy, fails to remedy such breach within thirty (30) days after receipt of written notice requiring the breach to be remedied; or (ii) becomes insolvent, bankrupt, or subject to liquidation or winding-up proceedings.



7. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the United States. Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.



8. Miscellaneous

8.1. Notices


Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered or sent by email, facsimile, or certified mail, postage prepaid, return receipt requested, to the addresses of the Parties set forth in this Agreement.



8.2. Entire Agreement


This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral, relating thereto.



8.3. Amendment


This Agreement may be amended or modified only by a written document executed by the Parties.



8.4. Waiver


No waiver by any Party of any breach or default hereunder shall be deemed to be a waiver of any other breach or default occurring subsequently.



8.5. Severability


If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall be enforced to the fullest extent permitted by law.



8.6. Binding Effect


This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.



IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

Elevation Electronics Inc DigitalMasters Marketing Group LLC
By: ________________________ By: _____________________________
Name: ______________________ Name: ___________________________
Title: _______________________ Title: __________________________
Date: ________________________ Date: __________________________


Annex A - Commission Structure
1. Tier 1 Commission: 20% of Net Sales for first $1,000 of sales in a calendar month.
2. Tier 2 Commission: 25% of Net Sales for sales between $1,001 and $10,000 in a calendar month.
3. Tier 3 Commission: 30% of Net Sales for sales over $10,001 in a calendar month.
4. Bonus Commissions: Upon reaches certain milestone, a bonus commission percentage will be negotiable.

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Common Sections of an Affiliate Agreement


In this Affiliate Agreement, you will see the following sections:

  1. Definitions
  2. Appointment of Affiliate
  3. Affiliate's Marketing Obligations
  4. Commissions and Payment Terms
  5. Confidentiality
  6. Term and Termination
  7. Governing Law and Dispute Resolution
  8. Miscellaneous


Analysis/Summary of each section

  1. Definitions : This section explains the meaning of important terms used throughout the agreement, such as Commission, Effective Date, Intellectual Property Rights, and Net Sales.

  2. Appointment of Affiliate : This section establishes the relationship between the Company and the Affiliate, stating that the Affiliate will market and promote the Company's products and services on a non-exclusive basis.

  3. Affiliate's Marketing Obligations : This section outlines the Affiliate's responsibilities in promoting the Company's products and services, including following applicable laws and regulations, and obtaining permission to use the Company's intellectual property.

  4. Commissions and Payment Terms : This section explains how the Affiliate will be paid for their marketing efforts, including the Commission Structure, payment terms, and the Affiliate's right to audit the Company's records.

  5. Confidentiality : This section requires both parties to keep information related to the agreement confidential and not disclose it to third parties without permission.

  6. Term and Termination : This section outlines the duration of the agreement and the conditions under which either party can terminate the agreement, either for convenience or for cause.

  7. Governing Law and Dispute Resolution : This section states that the agreement is governed by the laws of the United States and that any disputes will be resolved through arbitration.

  8. Miscellaneous : This section covers various additional provisions, such as how notices should be delivered, the entire agreement clause, amendment procedures, waiver, severability, and binding effect.

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